Independent
Tenure on this board
11.0 yrs
Also a director at
Xilio Therapeutics Inc (XLO)Proqr Therapeutics NV (PRQR)
9 nominees · 3 ballot items.
Three proposals: (1) election of nine directors; (2) an advisory (non-binding) vote to approve named executive officer compensation ('say-on-pay'); and (3) ratification of Deloitte & Touche LLP as the company’s independent registered public accounting firm for fiscal 2026.
Elect the nine nominees named in the proxy as directors to serve for a one-year term until the 2027 Annual Meeting of Stockholders.
Non-binding advisory vote to approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the proxy statement, including the Compensation Discussion and Analysis and compensation tables.
This proposal asks shareholders to provide a non-binding, advisory vote to approve the compensation of the Company’s named executive officers as described in the proxy statement. Management seeks this advisory approval to confirm stockholder support for its executive pay practices, which the Company describes as pay-for-performance oriented and designed to attract and retain executive talent while aligning executives’ interests with long-term stockholder value. The Company’s program emphasizes performance-based compensation (both short-term cash incentives tied to corporate objectives and long-term equity awards tied primarily to relative TSR versus the Russell 3000 Pharmaceutical & Biotechnology Index), supplemented by time-based awards to encourage retention. The Compensation Committee is independent and engages a third-party consultant (Mercer) to benchmark pay against peers; the proxy highlights governance features such as clawback policy, stock ownership guidelines, and prohibition on speculative trading. Because the vote is advisory, it does not change compensation contracts; however, the Board and Compensation Committee state they will review and consider the vote results when making future compensation decisions. The Company cites prior investor support (approximately 91% support in 2025) as context for continuing annual say-on-pay votes and notes that it targets median-market pay with significant at-risk components. Management recommends FOR on the grounds that the compensation framework aligns pay with measurable corporate and stockholder outcomes and uses governance safeguards to mitigate excessive risk-taking. A sophisticated evaluation should weigh the disclosure of performance metrics, the heavy weighting of performance-based equity tied to relative TSR, and the non-binding nature of the vote when assessing whether the policy effectively aligns pay and long-term value creation.
Ratify the Audit Committee’s selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | STATE STREET CORP | 6.0% | 18,683,483 | $46M |
| 2 | BlackRock, Inc. | 4.3% | 13,238,123 | $32M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 4.2% | 12,891,066 | $32M |
| 4 | BlackRock, Inc. | 3.3% | 10,172,343 | $25M |
| 5 | UBS Group AG | 2.6% | 8,083,689 | $20M |
| 6 | GEODE CAPITAL MANAGEMENT, LLC | 2.1% | 6,433,912 | $16M |
| 7 | MILLENNIUM MANAGEMENT LLC | 2.1% | 6,390,922 | $16M |
| 8 | Frazier Life Sciences Management, L.P. | 1.9% | 5,900,000 | $14M |
| 9 | MORGAN STANLEY | 1.5% | 4,764,147 | $12M |
| 10 | DIMENSIONAL FUND ADVISORS LP | 1.5% | 4,736,534 | $12M |
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